News: LPV & CPC - Terms of the Financing https://www.newsfilecorp.com/release/114753/Column-Capital-Corp.-and-Largo-Physical-Vanadium-Corp.-Announce-Terms-of-Financing-for-Proposed-Qualifying-Transaction
Vancouver, British Columbia--(Newsfile Corp. - February 24, 2022)
Terms of the Financing
Pursuant to the Financing, LPV is proposing to issue a minimum of 2,500,000 LPV Subscription Receipts and up to a maximum of 10,000,000 LPV Subscription Receipts, subject to increase if the Over-Allotment Option (as defined below) is exercised, at a price of $2.00 per LPV Subscription Receipt (the "Issue Price") for minimum aggregate gross proceeds of $5,000,000 and maximum aggregate gross proceeds of $20,000,000. Each LPV Subscription Receipt shall be automatically exchanged, for no further consideration and with no further action on the part of the holder thereof, for one common share of LPV (a "Common Share"), subject to customary anti-dilution provisions, upon the delivery by LPV and Sprott (for and on behalf of the Agents) to a subscription receipt and escrow agent to be appointed for the Financing (the "Escrow Agent"), of an escrow release notice confirming the satisfaction of certain conditions (the "Escrow Release Conditions"), provided such Escrow Release Conditions have been satisfied on or before 90 days following closing of the Financing (the "Escrow Deadline"). It is expected that the Escrow Release Conditions will include, among other things, that all conditions precedent to closing of the Qualifying Transaction will have been satisfied or waived, including all necessary regulatory approvals (including approval of the Exchange).
As part of the Qualifying Transaction, it is anticipated that Column will complete a consolidation of its common shares prior to completion of the Qualifying Transaction (the "Consolidation") at such consolidation ratio that will reflect a post-Consolidation price of $2.00 per common share of Column. The Consolidation is subject to applicable regulatory approvals, including approval of the Exchange. Assuming completion of the Consolidation, upon closing of the Qualifying Transaction each Common Share will be exchanged for one common share of the resulting issuer (the "Resulting Issuer") from the Qualifying Transaction.
In connection with the Financing, the Agents will be entitled to receive, upon satisfaction of the Escrow Release Conditions prior to the Escrow Deadline, a cash commission equal to five percent (5%) of the gross proceeds from the Financing.
LPV has granted the Agents an option (the "Over-Allotment Option") to sell up to an additional 1,500,000 LPV Subscription Receipts at the Issue Price for additional aggregate gross proceeds of up to $3,000,000, on the same terms and conditions as the Financing. The Over-Allotment Option shall be exercisable, in whole or in part, up to 48 hours prior to closing of the Financing (the date of such closing, referred to herein as the "Closing Date").
On the Closing Date, the gross proceeds from the Financing, less the Agents' expenses (the "Escrowed Funds") will be deposited in trust with the Escrow Agent. In the event that the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, the Escrowed Funds, together with the accrued interest thereon, will be returned to holders of the LPV Subscription Receipts and the LPV Subscription Receipts will be cancelled. If the Escrow Release Conditions are satisfied on or before the Escrow Deadline, the Escrowed Funds will be released and used to fund the business of the Resulting Issuer, including to purchase vanadium products and/or settle any previously arranged forward contracts for vanadium products, at market prices, and for general corporate purposes.